Common use of Procedures for Exchange Clause in Contracts

Procedures for Exchange. As promptly as practicable after the First Effective Time (and in any event, within three (3) Business Days thereafter), Parent will cause the Exchange Agent to mail to each holder of record of Certificates, which shares of Company Common Stock were converted into the right to receive the Merger Consideration at the First Effective Time pursuant to this Agreement: (i) a letter of transmittal, which will specify that delivery will be effected, and risk of loss and title to the Certificates (if any) will pass, only upon delivery of such Certificates to the Exchange Agent, and will otherwise be in such form and have such other provisions as Parent or the Exchange Agent may reasonably specify and (ii) instructions for effecting the surrender of the Certificates in exchange for delivery of the Merger Consideration. Upon surrender of Certificates for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Pxxxxx, and upon delivery of a letter of transmittal, duly executed and in proper form, with respect to such Certificates, the holder of such Certificates will be entitled to receive the Merger Consideration for each share of Company Common Stock formerly represented by such Certificates. Any Certificates so surrendered will forthwith be cancelled. The Merger Consideration delivered upon the surrender for exchange of Certificates will be deemed to have been delivered in full satisfaction of all rights pertaining to shares of Company Common Stock formerly represented by such Certificates. If delivery of the Merger Consideration is to be made to a Person other than the Person in whose name any surrendered Certificate is registered, it will be a condition precedent of delivery of the Merger Consideration that the Certificate so surrendered will be properly endorsed or will be otherwise in proper form for transfer, and the Person requesting such delivery will have paid any transfer or other Taxes required by reason of the delivery of the Merger Consideration to a Person other than the registered holder of the Certificate so surrendered or will have established to the satisfaction of the Exchange Agent that such Taxes either have been paid or are not payable. Any holder of Book-Entry Shares shall not be required to deliver a Certificate or an executed letter of transmittal or surrender such Book-Entry Shares to the Exchange Agent to receive the Merger Consideration that such holder is entitled to receive. In lieu thereof, upon receipt of an “agent’s message” by the Exchange Agent (or such other evidence, if any, of transfer as the Exchange Agent may reasonably request), the holder of such Book-Entry Share shall be entitled to receive the Merger Consideration that such holder is entitled to receive for each share of Company Common Stock formerly represented by such Book-Entry Share. Delivery of the applicable Merger Consideration, with respect to Book-Entry Shares, shall only be made to the Person in whose name such shares are registered. Parent shall cause the Exchange Agent to deliver as soon as reasonably practicable after the First Effective Time (and in any event, within three Business Days thereafter), the Merger Consideration and, if applicable, on the appropriate payment date, any amounts that such holder has the right to receive in respect of dividends or other distributions on Parent Shares in accordance with Section 3.2(g) deliverable for each such Book-Entry Share. Until surrendered or exchanged as contemplated hereby, each Certificate or Book-Entry Share will be deemed at any time after the First Effective Time to represent only the right to receive the Merger Consideration as contemplated by this Agreement and the right to receive any applicable Fractional Share Consideration and, if applicable, any amounts that such holder has the right to receive in respect of dividends or other distributions on Parent Shares in accordance with Section 3.2(g). No interest shall be paid or accrued for the benefit of holders of the Certificates or Book-Entry Shares on the Merger Consideration deliverable upon the surrender or exchange of the Certificates or Book-Entry Shares.

Procedures for Exchange. As promptly (a) The date of the Call Notice or Put Notice, as practicable after applicable, shall be the First Effective Time effective date for the exercise of the Call or Put, respectively, and the effective date of the Exchange under Section 4.3(d) below (and in any eventor if not a business day, within the effective date will be the first business day thereafter). (b) No later than three (3) Business Days thereafter)business days after the exercise of the Call, Parent will cause the exercise of the Put, or the occurrence of the Automatic Exchange Agent to mail to Date, as the case may be, the each holder of record of Certificates, which shares of Company Common Stock were converted into the right to receive the Merger Consideration at the First Effective Time pursuant to this Agreement: (i) Purchaser shall duly complete and deliver a letter of transmittaltransmittal and instructions for use in such Exchange (a “Letter of Transmittal”), substantially in the form attached as Exhibit I. The Purchaser, shall deliver the Letter of Transmittal, together with the share certificates in respect of all of the Shares which will specify that it held immediately before the exercise of the Call, the exercise of the Put, or the occurrence of the Automatic Exchange Date, as the case may be, and valid share transfer forms in respect of the Shares, each duly executed by the Purchaser in favor of the Company. The delivery will shall be effected, and risk of loss and title to the Certificates (if any) will shall pass, only upon delivery of such Certificates to the Exchange Agent, and will otherwise be in such form and have such other provisions as Parent or the Exchange Agent may reasonably specify and (ii) instructions for effecting the surrender of the Certificates in exchange for proper delivery of the Merger Consideration. Upon Letter of Transmittal, share certificates and valid share transfer forms in the manner prescribed in the Letter of Transmittal. (c) Each of the Purchasers holding Shares to be exchanged in consideration for the Exchange Consideration pursuant to Section 4.2 will be entitled, upon surrender of Certificates for cancellation and delivery to the Exchange Agent or to such other agent or agents as may be appointed by Pxxxxxof the certificate(s) for the Shares, a properly completed and upon delivery of a letter of transmittal, duly executed Letter of Transmittal and any duly executed share transfer forms in proper formrespect of the Shares in favor of the company, with respect to such Certificates, the holder of such Certificates will be entitled to receive the Merger Exchange Consideration for each share in respect of Company Common Stock formerly the Shares represented by such Certificates. Any Certificates so surrendered will forthwith be cancelled. The Merger Consideration delivered upon the surrender for exchange of Certificates will be deemed to have been delivered in full satisfaction of all rights pertaining to shares of Company Common Stock formerly represented by such Certificates. If delivery of the Merger Consideration is to be made to a Person other certificate(s) within no more than the Person in whose name any surrendered Certificate is registered, it will be a condition precedent of delivery of the Merger Consideration that the Certificate so surrendered will be properly endorsed or will be otherwise in proper form for transfer, and the Person requesting such delivery will have paid any transfer or other Taxes required by reason of the delivery of the Merger Consideration to a Person other than the registered holder of the Certificate so surrendered or will have established to the satisfaction five (5) Trading Days of the Exchange Agent that such Taxes either have been paid or are not payable. Any holder of Book-Entry Shares shall not be required to deliver a Certificate or an executed letter of transmittal or surrender such Book-Entry Shares to the Exchange Agent to receive the Merger Consideration that such holder is entitled to receive. In lieu thereof, upon Agent’s receipt of an “agent’s message” by the Letter of Transmittal and accompanying documentation. Until so surrendered, after the exercise of the Call, the exercise of the Put or the occurrence of Automatic Exchange Agent (or such other evidenceDate, if any, of transfer as the Exchange Agent case may reasonably request), the holder of such Book-Entry Share shall be entitled to receive the Merger Consideration that such holder is entitled to receive for each share of Company Common Stock formerly represented by such Book-Entry Share. Delivery of the applicable Merger Consideration, with respect to Book-Entry Shares, shall only be made to the Person in whose name such shares are registered. Parent shall cause the Exchange Agent to deliver as soon as reasonably practicable after the First Effective Time (and in any event, within three Business Days thereafter), the Merger Consideration and, if applicable, on the appropriate payment date, any amounts that such holder has the right to receive in respect of dividends or other distributions on Parent Shares in accordance with Section 3.2(g) deliverable for each such Book-Entry Share. Until surrendered or exchanged as contemplated herebybe, each Certificate or Book-Entry Share will be deemed at any time after Purchaser holding a certificate for the First Effective Time to represent Shares agrees that, notwithstanding anything in the Articles of Association of IAPL, it shall have only the right to receive the Merger Exchange Consideration as contemplated by this Agreement and it undertakes that it shall not purport to exercise any rights of an Ordinary Shareholder with respect to the Shares, including, but not limited to, the right to vote such Shares, receive any applicable Fractional Share Consideration and, if applicable, any amounts that such holder has the right to receive in respect of dividends or other distributions thereon, exercise the rights set forth in Section 5.2, or to receive any other notices or other communication concerning the business or affairs of IAPL, and this undertaking shall continue until the Company is registered on Parent the relevant books of IAPL as the holder of the Shares. Each Purchaser further acknowledges that the transfer of the Shares upon surrender may not be recorded and the Exchange Consideration will be issued prior to completion of the actions set forth in Section 4.3(d), and IAPL undertakes to satisfy its obligations pursuant to Section 4.3(d) in a timely manner allowing for delivery of the Exchange Consideration within the time prescribed herein. (d) In connection with the completion of the Exchange (not as a condition to the rights of the Purchasers to receive the Exchange Consideration), within three (3) business days of the effective date of the Exchange, as determined pursuant to Section 4.3(a), IAPL shall: (i) prepare, have signed by a Director or the Secretary of IAPL, and deliver to the Exchange Agent a working sheet computing the net asset value per share of IAPL; and (ii) deliver to the Exchange Agent certified true copies of the resolutions passed by the board of directors of IAPL approving the transfer of the Shares to the Company, authorizing the issue of new share certificates in respect of the Shares in accordance with Section 3.2(g). No interest shall be paid or accrued for the benefit of holders favor of the Certificates or Book-Entry Shares on Company, approving the Merger Consideration deliverable upon entry into the surrender or exchange register of members of IAPL the name of the Certificates Company as the holder of the Shares and the making of such other entries into other corporate records of IAPL as may be necessary, and noting the resignation of the directors of IAPL nominated by the Purchaser pursuant to Section 5.1 below and appointing as the directors of IAPL the person(s) nominated by the Company as notified to the Purchaser with effect from the exercise of the Call, the exercise of the Put, or Book-Entry Sharesthe occurrence of the Automatic Exchange Date, as the case may be.

Procedures for Exchange. As promptly as practicable after the First Effective Time (and in any event, within three (3) Business Days thereafter), Parent will cause the Exchange Agent to mail to each holder of record of Certificates, which shares of Company Common Stock were converted into the right to receive the Merger Consideration at the First Effective Time pursuant to this Agreement: (i) a letter of transmittal, which will specify that delivery will be effected, and risk of loss and title to the Certificates (if any) will pass, only upon delivery of such Certificates to the Exchange Agent, and will otherwise be in such form and have such other provisions as Parent or the Exchange Agent may reasonably specify and (ii) instructions for effecting the surrender of the Certificates in exchange for delivery of the Merger Consideration. Upon surrender of Certificates for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by PxxxxxXxxxxx, and upon delivery of a letter of transmittal, duly executed and in proper form, with respect to such Certificates, the holder of such Certificates will be entitled to receive the Merger Consideration for each share of Company Common Stock formerly represented by such Certificates. Any Certificates so surrendered will forthwith be cancelled. The Merger Consideration delivered upon the surrender for exchange of Certificates will be deemed to have been delivered in full satisfaction of all rights pertaining to shares of Company Common Stock formerly represented by such Certificates. If delivery of the Merger Consideration is to be made to a Person other than the Person in whose name any surrendered Certificate is registered, it will be a condition precedent of delivery of the Merger Consideration that the Certificate so surrendered will be properly endorsed or will be otherwise in proper form for transfer, and the Person requesting such delivery will have paid any transfer or other Taxes required by reason of the delivery of the Merger Consideration to a Person other than the registered holder of the Certificate so surrendered or will have established to the satisfaction of the Exchange Agent that such Taxes either have been paid or are not payable. Any holder of Book-Entry Shares shall not be required to deliver a Certificate or an executed letter of transmittal or surrender such Book-Entry Shares to the Exchange Agent to receive the Merger Consideration that such holder is entitled to receive. In lieu thereof, upon receipt of an “agent’s message” by the Exchange Agent (or such other evidence, if any, of transfer as the Exchange Agent may reasonably request), the holder of such Book-Entry Share shall be entitled to receive the Merger Consideration that such holder is entitled to receive for each share of Company Common Stock formerly represented by such Book-Entry Share. Delivery of the applicable Merger Consideration, with respect to Book-Entry Shares, shall only be made to the Person in whose name such shares are registered. Parent shall cause the Exchange Agent to deliver as soon as reasonably practicable after the First Effective Time (and in any event, within three Business Days thereafter), the Merger Consideration and, if applicable, on the appropriate payment date, any amounts that such holder has the right to receive in respect of dividends or other distributions on Parent Shares in accordance with Section 3.2(g) deliverable for each such Book-Entry Share. Until surrendered or exchanged as contemplated hereby, each Certificate or Book-Entry Share will be deemed at any time after the First Effective Time to represent only the right to receive the Merger Consideration as contemplated by this Agreement and the right to receive any applicable Fractional Share Consideration and, if applicable, any amounts that such holder has the right to receive in respect of dividends or other distributions on Parent Shares in accordance with Section 3.2(g). No interest shall be paid or accrued for the benefit of holders of the Certificates or Book-Entry Shares on the Merger Consideration deliverable upon the surrender or exchange of the Certificates or Book-Entry Shares.